{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-26-001549","form_type":"8-K","ticker":"NBHC","cik":"0001475841","company_name":"National Bank Holdings Corp","filed_at":"2026-01-07T23:59:59+00:00","discovered_at":"2026-05-14T18:02:35.152458+00:00","generated_at":"2026-05-16T11:20:35.622704+00:00","sec_items":["2.01","5.02","8.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.8,"calibrated_materiality_score":0.8,"confidence":"high","headline":"NBHC completes Vista Bancshares acquisition for ~$377M; adds $12.6B assets","bullets":["Each Vista share converted to 3.1161 NBHC shares + $31.62 cash; total consideration ~$377.4M.","Vista shareholders receive ~$84.8M cash and will own ~16% of NBHC fully diluted.","Pro forma assets ~$12.6B, deposits ~$10.7B; systems integration targeted for Q3 2026.","Board expanded to 10; Kirk McLaughlin (former Vista director) appointed to Compensation and Audit Committees.","CEO Tim Laney granted 377,724 restricted shares; President Birkans granted 189,825; one-third performance-based."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-001549","json":"https://secwatch.observer/filing/0001104659-26-001549.json","markdown":"https://secwatch.observer/filing/0001104659-26-001549.md","text":"https://secwatch.observer/filing/0001104659-26-001549.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1475841/000110465926001549/0001104659-26-001549-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1475841/000110465926001549/tm261761d2_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T11:20:35.622704+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"182c16c6926ad03067ba5d7ce2964fafd8a2033c","claim":"National Bank Holdings Corp completed an acquisition involving Vista Bancshares, Inc. for approximately $377.4 million (closed 2026-01-07).","evidence_excerpt":"shareholders will own approximately 16% of NBHC shares on a fully diluted basis. The total transaction value, based on NBHC’s January 6, 2026 closing price, is approximately $377.4 million. Keefe, Bruyette & Woods, A Stifel Company , served as financial advisor and Wachtell, Lipton, Rosen & Katz served as legal counsel to NBHC. Jefferies LLC served as exclusive","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1475841/000110465926001549/0001104659-26-001549-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001193125-26-213462","ticker":"EWCZ","company_name":"European Wax Center, Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"European Wax Center completes take-private by General Atlantic at $5.80/share; stock delisted","event_type":"m_and_a","sec_items":["1.01","1.02","2.01","2.03","3.01","3.03","5.02","5.03","5.01","8.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 5.02, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-213462","json":"https://secwatch.observer/filing/0001193125-26-213462.json","markdown":"https://secwatch.observer/filing/0001193125-26-213462.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/0001193125-26-213462-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/d137291d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"shareholders will own approximately 16% of NBHC shares on a fully diluted\nbasis. The total transaction value, based on NBHC’s January 6, 2026 closing price, is approximately $377.4 million. Keefe, Bruyette\n& Woods, A Stifel Company , served as financial advisor and Wachtell, Lipton, Rosen & Katz served as legal counsel to NBHC.\nJefferies LLC served as exclusive","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1475841/000110465926001549/0001104659-26-001549-index.htm","comparable_excerpt":"excluded shares pursuant to the terms of the Merger Agreement, was cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to $5.80 per share of Class A Common Stock, without interest thereon (the “ Class A Per Share Price ”), (ii) each share of the Company’s Class B common stock, par value $0.00001 per share","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/0001193125-26-213462-index.htm"}},{"accession":"0001964333-26-000060","ticker":"BHRB","company_name":"Burke & Herbert Financial Services Corp.","filed_at":"2026-05-01T23:59:59+00:00","headline":"Burke & Herbert completes merger with LINKBANCORP; appoints COO, CFO","event_type":"m_and_a","sec_items":["2.01","5.02","5.03","8.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 5.02, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001964333-26-000060","json":"https://secwatch.observer/filing/0001964333-26-000060.json","markdown":"https://secwatch.observer/filing/0001964333-26-000060.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1964333/000196433326000060/0001964333-26-000060-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1964333/000196433326000060/bhrb-20260501.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"shareholders will own approximately 16% of NBHC shares on a fully diluted\nbasis. The total transaction value, based on NBHC’s January 6, 2026 closing price, is approximately $377.4 million. Keefe, Bruyette\n& Woods, A Stifel Company , served as financial advisor and Wachtell, Lipton, Rosen & Katz served as legal counsel to NBHC.\nJefferies LLC served as exclusive","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1475841/000110465926001549/0001104659-26-001549-index.htm","comparable_excerpt":"fractional shares of Burke & Herbert Common Stock in accordance with the terms of the Merger Agreement. The total aggregate consideration payable in the Merger was approximately 5,102,855 shares of Burke & Herbert Common Stock. The issuance of shares of Burke & Herbert Common Stock in connection with the Merger was registered under the Securities Act of 1933, as","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1964333/000196433326000060/0001964333-26-000060-index.htm"}},{"accession":"0001104659-26-039924","ticker":"VREOF","company_name":"Vireo Growth Inc.","filed_at":"2026-04-06T23:59:59+00:00","headline":"Vireo closes Eaze acquisition for $47M in stock; CEO awarded performance-based RSUs up to 3.5% diluted","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","5.02","7.01","8.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 5.02, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-039924","json":"https://secwatch.observer/filing/0001104659-26-039924.json","markdown":"https://secwatch.observer/filing/0001104659-26-039924.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1771706/000110465926039924/0001104659-26-039924-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1771706/000110465926039924/tm2611166d1_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"shareholders will own approximately 16% of NBHC shares on a fully diluted\nbasis. The total transaction value, based on NBHC’s January 6, 2026 closing price, is approximately $377.4 million. Keefe, Bruyette\n& Woods, A Stifel Company , served as financial advisor and Wachtell, Lipton, Rosen & Katz served as legal counsel to NBHC.\nJefferies LLC served as exclusive","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1475841/000110465926001549/0001104659-26-001549-index.htm","comparable_excerpt":"adjustment with respect to certain of the estimated items included\nin the Estimated Closing Merger Consideration. In general, the Estimated Closing Merger Consideration\nis US$47,040,000 in base consideration (the “Base Consideration”), adjusted for certain items as described in the definition\nof Estimated Closing Merger Consideration in the Merger Agreement,","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1771706/000110465926039924/0001104659-26-039924-index.htm"}},{"accession":"0001193125-26-251765","ticker":"FFIC","company_name":"FLUSHING FINANCIAL CORP","filed_at":"2026-06-01T21:21:30+00:00","headline":"OceanFirst completes acquisition of Flushing Financial; FFIC holders receive 0.85 OCFC shares","event_type":"m_and_a","sec_items":["2.01","3.01","3.03","5.01","5.02","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251765","json":"https://secwatch.observer/filing/0001193125-26-251765.json","markdown":"https://secwatch.observer/filing/0001193125-26-251765.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/923139/000119312526251765/0001193125-26-251765-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/923139/000119312526251765/d135457d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"shareholders will own approximately 16% of NBHC shares on a fully diluted\nbasis. The total transaction value, based on NBHC’s January 6, 2026 closing price, is approximately $377.4 million. Keefe, Bruyette\n& Woods, A Stifel Company , served as financial advisor and Wachtell, Lipton, Rosen & Katz served as legal counsel to NBHC.\nJefferies LLC served as exclusive","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1475841/000110465926001549/0001104659-26-001549-index.htm","comparable_excerpt":"of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/923139/000119312526251765/0001193125-26-251765-index.htm"}},{"accession":"0001193125-26-251758","ticker":"OCFC","company_name":"OCEANFIRST FINANCIAL CORP","filed_at":"2026-06-01T21:19:28+00:00","headline":"OceanFirst closes acquisition of Flushing Financial; issues shares to Warburg Pincus","event_type":"m_and_a","sec_items":["1.01","3.02","2.01","2.03","3.03","5.02","5.03","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251758","json":"https://secwatch.observer/filing/0001193125-26-251758.json","markdown":"https://secwatch.observer/filing/0001193125-26-251758.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/d145829d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"shareholders will own approximately 16% of NBHC shares on a fully diluted\nbasis. The total transaction value, based on NBHC’s January 6, 2026 closing price, is approximately $377.4 million. Keefe, Bruyette\n& Woods, A Stifel Company , served as financial advisor and Wachtell, Lipton, Rosen & Katz served as legal counsel to NBHC.\nJefferies LLC served as exclusive","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1475841/000110465926001549/0001104659-26-001549-index.htm","comparable_excerpt":"of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm"}},{"accession":"0001574085-26-000093","ticker":"BHR","company_name":"Braemar Hotels & Resorts Inc.","filed_at":"2026-06-01T20:11:33+00:00","headline":"Braemar completes sale of Park Hyatt Beaver Creek for $176M; repays $86.25M convertible notes","event_type":"m_and_a","sec_items":["2.01","7.01","8.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001574085-26-000093","json":"https://secwatch.observer/filing/0001574085-26-000093.json","markdown":"https://secwatch.observer/filing/0001574085-26-000093.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1574085/000157408526000093/0001574085-26-000093-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1574085/000157408526000093/bhr-20260526.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"shareholders will own approximately 16% of NBHC shares on a fully diluted\nbasis. The total transaction value, based on NBHC’s January 6, 2026 closing price, is approximately $377.4 million. Keefe, Bruyette\n& Woods, A Stifel Company , served as financial advisor and Wachtell, Lipton, Rosen & Katz served as legal counsel to NBHC.\nJefferies LLC served as exclusive","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1475841/000110465926001549/0001104659-26-001549-index.htm","comparable_excerpt":"On May 26, 2026, Ashford BC LP and Ashford TRS BC LLC (together “Seller”), indirect subsidiaries of Braemar Hotels & Resorts Inc. (the “Company”), completed the sale of the Park Hyatt Beaver Creek Resort & Spa located in Avon, Colorado (the “Hotel”) pursuant to an Agreement of Purchase and Sale, dated as of April 27, 2026, by and among Seller and Apres Owner, LLC, as purchaser, for $176 million in cash, subject to customary pro-rations and adjustments.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1574085/000157408526000093/0001574085-26-000093-index.htm"}},{"accession":"0000821130-26-000040","ticker":"AD","company_name":"ARRAY DIGITAL INFRASTRUCTURE, INC.","filed_at":"2026-06-01T20:09:49+00:00","headline":"Array closes $1.0B spectrum sale to Verizon; declares $11 special dividend","event_type":"m_and_a","sec_items":["2.01","8.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0000821130-26-000040","json":"https://secwatch.observer/filing/0000821130-26-000040.json","markdown":"https://secwatch.observer/filing/0000821130-26-000040.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/821130/000082113026000040/0000821130-26-000040-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/821130/000082113026000040/ad-20260601.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"shareholders will own approximately 16% of NBHC shares on a fully diluted\nbasis. The total transaction value, based on NBHC’s January 6, 2026 closing price, is approximately $377.4 million. Keefe, Bruyette\n& Woods, A Stifel Company , served as financial advisor and Wachtell, Lipton, Rosen & Katz served as legal counsel to NBHC.\nJefferies LLC served as exclusive","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1475841/000110465926001549/0001104659-26-001549-index.htm","comparable_excerpt":"The purchase price received by Array at the Closing was $1.0 billio n, paid in cash. \n\n--- EX-99.1 (EX-99.1) ---\n\nArray completes sale of select spectrum assets to Verizon for $1.0 billion Board declares special dividend of $11.00 per share CHICAGO (June 1, 2026) – Array Digital Infrastructure, Inc. (NYSE: AD) (Array SM ) today announced the successful closing of","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/821130/000082113026000040/0000821130-26-000040-index.htm"}},{"accession":"0001171843-26-003196","ticker":"SSM","company_name":"Sono Group N.V.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Sono Group exits solar: sells Sono Motors and €10.5M loan to management for €1 each","event_type":"m_and_a","sec_items":["2.05","1.01","2.01","8.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001171843-26-003196","json":"https://secwatch.observer/filing/0001171843-26-003196.json","markdown":"https://secwatch.observer/filing/0001171843-26-003196.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1840416/000117184326003196/0001171843-26-003196-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1840416/000117184326003196/f8ka_050826.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"shareholders will own approximately 16% of NBHC shares on a fully diluted\nbasis. The total transaction value, based on NBHC’s January 6, 2026 closing price, is approximately $377.4 million. Keefe, Bruyette\n& Woods, A Stifel Company , served as financial advisor and Wachtell, Lipton, Rosen & Katz served as legal counsel to NBHC.\nJefferies LLC served as exclusive","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1475841/000110465926001549/0001104659-26-001549-index.htm","comparable_excerpt":"true 0001840416 0001840416 2026-05-04 2026-05-04 UNITED\nSTATES SECURITIES\nAND EXCHANGE COMMISSION Washington,\nD.C. 20549 __________________________ FORM 8-K/A (Amendment No. 1) __________________________ CURRENT\nREPORT PURSUANT\nTO SECTION 13 OR 15(D) OF\nTHE SECURITIES EXCHANGE ACT OF 1934 Date\nof Report (Date of earliest event reported): May 4, 2026","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1840416/000117184326003196/0001171843-26-003196-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}